General Information Request
Regarding the AT&T/Verizon Wireless/Grain Transaction
Questions for AT&T
WT Docket No. 13-56
June 13, 2013
1. On page 1 of the Public Interest Statement, the Applicants assert that the spectrum
transfers that would occur if the Proposed Transaction were approved would achieve
“public interest benefits by putting spectrum to use to benefit consumers and help AT&T
and Verizon Wireless provide high-quality, high-speed wireless broadband.” For each
relevant market, provide:
a. A detailed description of how the Company would use the spectrum that it would
acquire under the Proposed Transaction to provide high-quality, high-speed wireless
broadband to consumers, on a standalone basis and in conjunction with any other of
the Company’s spectrum holdings.
b. The Company’s timeline for deploying the spectrum that it would acquire in the
Proposed Transaction.
c. A detailed description of the Company’s current and planned deployment of LTE and
strategy for spectrum rationalization.
d. A discussion of the Company’s plans to provide high-quality, high-speed wireless
broadband services in the relevant markets prior to the Proposed Transaction.
Provide any supporting material relied on in preparing the response.
e. All plans, analyses, and reports discussing, both prior to and after the consummation
of the Proposed Transaction, (i.) the Company’s plans to deploy its 700 MHz and
AWS-1 and (ii.) efforts of other AWS-1 and 700 MHz licensees in deploying their
spectrum.
2. On page 2 of the Public Interest Statement, the Applicants contend that “[t]he assignments
will allow AT&T and Verizon Wireless each to further rationalize their spectrum holdings
and obtain contiguous spectrum in many markets, enabling more spectrally efficient
deployments.” Explain and describe in detail, including the period of time envisioned,
how the Proposed Transaction would allow the Company to rationalize its spectrum
holdings and deploy them more efficiently than it would without the spectrum that it
would obtain if the Proposed Transaction were approved. In addition, provide the
following information:
a. Identify each relevant market where the Company would hold or lease contiguous
spectrum as a result of the Proposed Transaction.
b. For each relevant market in which the Company would hold contiguous 12+12
megahertz paired spectrum as a result of the Proposed Transaction, provide the
timeline for deploying the contiguous spectrum.
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c. For each relevant market in which the Company would not hold contiguous spectrum
as a result of the Proposed Transaction, provide the timeline for deploying the 700
MHz B Block spectrum it plans to acquire.
d. Explain and describe in detail how contiguous spectrum enables more spectrally
efficient deployments, including but not limited to, any analyses comparing the
spectral efficiency, user performance, and capacity characteristics of a 5+5 megahertz
LTE deployment with a 10+10 megahertz LTE deployment. Provide any supporting
engineering data and documents relied on in preparing the response.
3. On page 1 of the Hogg Declaration, Mr. Hogg claims that AT&T is currently in the
process of deploying its LTE network using Lower 700 MHz B Block, Lower 700 MHz C
Block, and AWS-1 spectrum.
a. Discuss the extent to which the Company’s base stations, antennas, and devices are
capable of utilizing Lower 700 MHz B Block, Lower 700 MHz C Block, and AWS-1
spectrum. If all of the Company’s current LTE network equipment and devices do
not support all three spectrum bands, discuss whether and when all three spectrum
bands would be fully supported.
b. For each relevant market, identify whether the Company has deployed LTE. If yes,
identify the spectrum band, and the total amount of spectrum used for LTE
deployment.
c. For each relevant market, discuss any changes to the Company’s deployment of LTE
as a result of the Proposed Transaction, including but not limited to, increasing total
spectrum deployed or altering the spectrum band to be used.
4. On page 1 of the Hogg Declaration, Mr. Hogg states that “AT&T believes it can deploy
the Subject Spectrum within approximately 60-90 days in markets where AT&T already
provides LTE service in the Lower 700 MHz C Block, representing approximately 80%
for the total population in the areas where AT&T is acquiring spectrum.”
a. Identify the relevant markets where the Company would be able to deploy the
spectrum it would acquire in the Proposed Transaction in 60 to 90 days. Provide a
detailed explanation of the steps the Company would need to take to deploy the
spectrum that it would acquire in the Proposed Transaction in 60 to 90 days.
b. Identify the relevant markets where the Company holds but has not deployed its 700
MHz C Block spectrum, and provide a detailed explanation of the steps the Company
would need to take to deploy the Lower 700 MHz B Block spectrum in these
markets.
c. For any relevant market where the Company does not hold Lower 700 MHz C Block
spectrum, provide a detailed explanation of the steps the Company would need to
take to deploy the Lower 700 MHz B Block spectrum.
d. Provide all supporting materials relied on in preparing the responses in 4a. through
4c.
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5. Provide a list, in csv format, as of the date of this Request, for each relevant market, for
each county within each state of each spectrum license that can be used in the provision of
mobile wireless services that the Company holds, has a joint venture or other business
arrangement with regard to, leases from another person, has another interest in, manages,
has contracted to acquire, or is in negotiations to acquire. For each license, identify the:
(a) FIPS Code; (b) county; (c) state; (d) market name; (e) market number (in the case of
CMA, MSA, MTA, or BTA); (f) spectrum type; (g) spectrum block; (h) amount of
spectrum; (i) the wireless technology format deployed or planned (e.g., GSM, EDGE,
CDMA, EVDO, EVDO Rev. A, UMTS, HSPA, HSPA+, LTE); and (j) whether the
Company: (i) holds; (ii) has a joint venture or other business arrangement with regard to;
(iii) leases to or from another person; (iv) has an interest in; (v) manages; (vi) has
contracted to acquire; (vii) is in negotiations to acquire; or (viii) plans to sell.
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Definitions
In this Information and Document Request, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of
the terms defined):
1. The term “Company” or “AT&T” means AT&T, Inc., its domestic and foreign parents,
predecessors, divisions, subsidiaries, affiliates, partnerships, and joint ventures, and all
directors, officers, employees, agents, and representatives of the foregoing. The terms
“parents,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there
is partial (10 percent or more) or total ownership or control between the company and
any other person.
2. The term “Verizon Wireless” means Cellco Partnership d/b/a Verizon Wireless, its
parents, predecessors, divisions, subsidiaries, affiliates, partnerships and joint ventures,
and all directors, officers, employees, agents, and representatives of the foregoing. The
terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which
there is partial (10 percent or more) or total ownership or control between the company
and any other person.
3. The term “Grain” means Grain Spectrum, LLC (“Grain I”) and Grain Spectrum II, LLC
(“Grain II”) the parents, predecessors, divisions, subsidiaries, affiliates, partnerships and
joint ventures, and all directors, officers, employees, agents, and representatives of the
foregoing. The terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any
person in which there is partial (10 percent or more) or total ownership or control
between the company and any other person.
4. The terms “and” and “or” have both conjunctive and disjunctive meanings.
5. The word “any” shall be construed to include the word “all,” and the word “all” shall be
construed to include the word “any.” The word “each” shall be construed to include the
word “every,” and the word “every” shall be construed to include the word “each.” All
words used in the singular should be construed to include the plural, and all words used
in the plural should be construed to include the singular.
6. The term “Applicants” means AT&T, Verizon Wireless, and Grain collectively.
7. The term “Application” means the applications submitted by AT&T, Verizon Wireless,
and Grain on February 6, 2013, with the lead file number for the wireless radio services
listed as 0005627587.
8. The term “BTA” means Basic Trading Area.
9. The term “CDMA” means Code Division Multiple Access technology.
10. The term “CMA” means Cellular Market Area.
11. The term “discussing” when used to refer to documents means analyzing, constituting,
summarizing, reporting on, considering, recommending, setting forth, or describing a
subject. Documents that contain reports, studies, forecasts, analyses, plans, proposals,
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evaluations, recommendations, directives, procedures, policies, or guidelines regarding a
subject should be treated as documents that discuss the subject. However, documents
that merely mention or refer to a subject without further elaboration should not be treated
as documents that discuss that subject.
12. The term “documents” means all computer files and written, recorded, and graphic
materials of every kind in the possession, custody, or control of the Company. The term
“documents” includes without limitation drafts of documents, copies of documents that
are not identical duplicates of the originals, and copies of documents the originals of
which are not in the possession, custody, or control of the Company. The term
“documents” includes, without limitation, materials of every kind in the possession,
custody, or control of the Company whether created internally or externally. In addition,
the term “documents” includes without limitation any amendments, side letters,
appendices, or attachments. The term “computer files” includes without limitation
information stored in, or accessible through, computer or other information retrieval
systems. Thus, the Company should produce documents that exist in machine-readable
form, including documents stored in personal computers, portable computers,
workstations, minicomputers, mainframes, servers, backup disks and tapes and archive
disks and tapes, and other forms of offline storage, whether on or off the Company’s
premises. Electronic mail messages should also be provided, even if only available on
backup or archive tapes or disks. Computer files shall be printed and produced in hard
copy or produced in machine-readable form (provided that Commission staff determine
prior to submission that it would be in a format that allows the Commission to use the
computer files), together with instruction and all other materials necessary to use or
interpret the data. Unless otherwise specified, the term “documents” excludes bills of
lading, invoices, purchase orders, customs declarations, and other similar documents of a
purely transactional nature and also excludes architectural plans and engineering
blueprints. Where more than one identical copy of a requested document exists, the
Company shall only submit one representative copy.
13. The term “EDGE” means Enhanced Data rates for GSM Evolution technology.
14. The term “EVDO” or “EVDO Rev. A” means Evolution-Data Optimized or Evolution–
Data Optimized Revolution A. technology.
15. The term “GSM” means Global System for Mobile Communications technology.
16. The term “HSPA” or “HSPA+” means High Speed Packet Access or High Speed Packet
Access + technology.
17. The word “each” shall be construed to include the word “every,” and the word “every”
shall be construed to include the word “each.” All words used in the singular should be
construed to include the plural, and all words used in the plural should be construed to
include the singular.
18. The term “FIPS Code” means Federal Information Processing Standard code.
19. The term “including” shall be construed as including, but not limited to, and indicates
examples for the Applicants to address. The term should not be construed as to limit the
response to only those examples listed.
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20. The term “LTE” means Long Term Evolution technology.
21. The term “MSA” means Metropolitan Statistical Area.
22. The term “MTA” means Major Trading Area.
23. The term “plans” means tentative and preliminary proposals, recommendations, or
considerations, whether or not finalized or authorized, as well as those that have been
adopted.
24. The term “plans, analyses, and reports” means business plans, strategic plans, written
policies, budgets, analyses, reports, presentations (including quantitative presentations),
and similar documents, including all appendixes and attachments thereto, prepared for,
presented to, reviewed by, discussed by, or considered by the Company’s board of
directors or the Company’s executive management, or any member thereof. The term
“plans, analyses and reports” includes without limitation copies of plans, analyses and
reports that are not identical duplicates of the originals, and copies of plans, analyses and
reports, the originals of which are not in the possession, custody, or control of the
Company, but does not include drafts of plans, analyses and reports, but only the final
version or the latest draft if the final version does not exist or is not in the possession,
custody, or control of the Company.
25. The term “Proposed Transaction” means the proposed assignment and leasing of licenses
held by AT&T and Verizon Wireless as set forth in the Application filed by the
Applicants on February 6, 2013, with the lead application file number for the wireless
radio services listed as 0005627587.
26. The term “Public Interest Statement” refers to the document filed by the Applicants on
February 6, 2013, with the lead application file number for the wireless radio services
listed as 0005627587, entitled “Description of the Transaction and Public Interest
Statement.”
27. The term “relevant market” means, and information must be provided separately for, each
Cellular Market Area.
28. The term “UMTS” means Universal Mobile Telecommunications System.
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Instructions
1. Unless otherwise specified, all the Information and Document Requests cover the period
January 1, 2012 through February 5, 2013.
2. Corporations and other entities, including affiliated or subsidiary entities, shall be
identified by the Central Index Key (“CIK”) assigned by the Securities and Exchange
Commission (“SEC”). A unique identifier should be used for each entity that has not
been assigned a CIK by the SEC.
3. Submit responses to the Information Requests in electronic form. Consult with staff
regarding the submission of responses prior to the submission to ensure that electronic
records are submitted in a form acceptable to staff.
4. The Company should provide a separate response for interrogatory, data, and documents
(i.e., please do not submit the Company’s interrogatory and data responses on the same
discs).
5. Where information is sought for a relevant market, that information must be provided
separately for each relevant market at the CMA level.
6. Each requested document shall be submitted in its entirety, even if only a portion of that
document is responsive to a request made herein. This means that the document shall not
be edited, cut, or expunged, and shall include all appendices, tables, or other attachments,
and all other documents referred to in the document or attachments. All written materials
necessary to understand any document responsive to these requests shall also be
submitted. Provide final versions of each document; however, if a final version does not
exist, provide one copy of the latest draft of the document.
7. Those documents written in a language other than English must be translated into
English; automated or machine translations are not permitted. Submit the foreign
language document, with the English translation attached thereto.
8. Data provided in response to this Request should include a list of all
parameters/assumptions on which the data are based.
9. Unless otherwise agreed to by the Commission, requests for the production of documents
(and any particular type of document) require the production of all responsive documents
in the possession, custody, or control of the Company.
10. Each document submitted pursuant to this Request should be marked with a corporate
identification and consecutive document control number. For each document or statement
submitted in response to the requests, indicate, by number and subsection, the request to
which it is responsive and, for documents, identify the Person(s) from whose files the
document was retrieved (i.e., custodian). Group submitted materials according to the
request number to which they are responsive and then, within each of those request-
number groupings, by the appropriate custodian. If a document is responsive to more
than one request, submit the document in response to the first request to which it is
responsive, and indicate the other request numbers to which it is responsive.
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11. If search terms were used to conduct all or any part of a search conducted in response to
this Information Request, provide a list of search terms used, along with a glossary of
industry and company terminology. In addition, describe the search methodologies and
the applications used to execute the search.
12. The specific requests made herein are continuing in nature. The Company is required to
produce in the future any and all documents and information that are responsive to the
requests made herein but not initially produced at the time, date, and place specified
herein. In this regard, the Company must supplement its responses (a) if the Company
learns that, in some material respect, the documents and information initially disclosed
were incomplete or incorrect or (b) if additional responsive documents or information are
acquired by or become known to the Company after the initial production.
13. Any documents that are withheld in whole or in part from production based on a claim of
privilege shall be assigned document control numbers (with unique consecutive numbers
for each page of each document). For any page of any Document that the Company has
designated to be withheld as entirely privileged, the Company shall submit a substitute,
placeholder page that lists only the Document ID of the page that was withheld in entirety
as privileged and a statement indicating that the page has been withheld in entirety as
privileged. For any document withheld as entirely privileged, it is sufficient to supply
one substitute, placeholder page for that document so long as the range of Document IDs
for the entire document is listed on the placeholder page.
14. For each Document identified on the Company privilege log:
A) Provide the document control number(s);
B) Identify all authors of the document;
C) Identify all addressees of the document;
D) Identify all recipients of the document or of any copies of the document, to the
extent not included among the document’s addressees;
E) Provide the date of the document;
F) Provide a description of the subject matter of the document;
G) State the nature or type of the privilege that the Company is asserting for the
document (e.g., “attorney-client privilege”);
H) Provide the number(s) of the Request to which the document is responsive;
I) Provide the document control number(s) of any attachments to the document,
regardless of whether any privilege is being asserted for such attachment(s); and
J) State whether the document has been produced in redacted form, and include the
range of Document ID labels for those produced documents.
15. The Company’s privilege log shall also conform with all of the following requirements:
A) Provide a separate legend identifying each author, addressee, and recipient
identified on the Company’s privilege log.
B) Identify on the privilege log, and denote with an asterisk, all attorneys acting in a
legal capacity with respect to the withheld document or communication.
C) The description of the subject matter of each document shall describe the nature
of the document in a manner that, though not revealing information that is itself
privileged, provides sufficiently detailed information to enable the Commission
to assess the applicability of the privilege claimed.
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D) For each document withheld under a claim that it constitutes or contains attorney
work product, also state whether the Company asserts that the document was
prepared in anticipation of litigation or for trial and, if so, specify the anticipated
litigation or trial upon which the assertion is based.
E) Produce all nonprivileged portions of any responsive document (including
nonprivileged or redactable attachments) for which a claim of privilege is
asserted, except where the only nonprivileged information in the document has
already been produced. Note where any redactions in the document have been
made.
F) The privilege log shall be produced in both hardcopy and electronic form, the
electronic form of which shall be both searchable and sortable.
G) Documents sent solely between counsel, including in-house counsel acting solely
in a legal capacity, and documents authored by the Company’s outside counsel
that were not directly or indirectly furnished to any third party, such as internal
law firm memoranda, may be omitted from the privilege log. However, any
attachments to such documents must be included on the privilege log (if a
privilege is applicable to such materials), unless such attachments are addressed
and sent solely to counsel.